Disclosure Context

GE Power India Limited (Scrip Code: 532309, Symbol: GEPIL) submitted a regulatory filing to BSE and NSE on October 14, 2026, under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure informs about receipt of certified copy of the order passed by National Company Law Tribunal, Mumbai Bench sanctioning the Scheme of Arrangement.

Scheme Details

The Scheme of Arrangement involves demerger of GE Power India Limited's (Demerged Company) Durgapur Facility undertaking to JSW Energy Limited (Resulting Company). The Demerged Business is defined as "the business of manufacture and supply of power boilers components, pressure vessels, piping, and coal mills for thermal power plant undertaken by the Demerged Company at the Durgapur Facility".

NCLT Proceedings

The Company Scheme Petition was filed as C.P.(CAA)/118(MB)2026 in C.A.(CAA)/88(MB)2026. The Tribunal bench consisted of Hon'ble Member (Technical) Shri Prabhat Kumar and Hon'ble Member (Judicial) Shri Sushil Mabadeorao Kochey. The order was pronounced on October 1, 2026.

Shareholder Approval Process

Meetings of equity shareholders and unsecured creditors were convened on July 20, 2026 through video conferencing. For GE Power India: 391 shareholders holding 4,80,58,269 equity shares (99.99% of votes) approved the scheme. Unsecured creditors approved with 85 out of 86 creditors representing 99.9359% by value. For JSW Energy: 1,025 shareholders holding 1,65,22,84,784 equity shares (99.9999% of votes) approved. Unsecured creditors approved with 47 creditors having outstanding debt of ₹1,938,13,05,516 (100% by value).

Consideration Structure

The Share Entitlement Ratio is set at: 10 fully paid-up equity shares of JSW Energy Limited (face value ₹10 each) for every 139 fully paid-up equity shares of GE Power India Limited (face value ₹10 each). This ratio is subject to adjustment for any restructuring of share capital except issuance of shares on account of employee stock options.

Appointed Date

The Appointed Date for transfer and vesting of the Demerged Undertaking is July 1, 2025.

Regulatory Observations

The Regional Director, Western Region-I, Ministry of Corporate Affairs filed a report dated September 2, 2026 with various observations. The companies undertook to comply with applicable Accounting Standards, Companies Act provisions, General Circular No. 09/2019 dated August 21, 2019, FEMA regulations, and RBI regulations.

Income Tax Department Concerns

The Assistant Commissioner of Income Tax, Circle 14(1)(2), Mumbai filed objections regarding valuation methodology of Durgapur unit, share entitlement ratio, and tax implications. The Principal Commissioner of Income Tax, Central-6, Mumbai also filed concerns about valuation methods and outstanding tax demands. GE Power India filed affidavits dated August 21, 2026 and August 28, 2026 addressing these concerns.

Company Undertakings

GE Power India undertook to discharge all dues arising from ongoing tax proceedings and any tax demands in accordance with law. The company stated that sanction of the Scheme shall not prevent Income Tax Department from examining tax liability or initiating recovery proceedings.

Tribunal Directions

The NCLT directed that the Income Tax Department shall be at liberty to examine any tax liability arising from the Scheme and take necessary action if tax avoidance is found under Income-tax Act provisions. The companies must file certified copy of the order with Registrar of Companies in e-Form INC-28 within 30 days from receipt.

Effective Date Communication

The company will intimate the Effective Date and Record Date to stock exchanges in due course.